United States District Court, D. Maryland
XINIS UNITED STATES DISTRICT JUDGE.
in this breach of contract and employment discrimination case
is Defendant ActioNet, Inc.'s motion to transfer venue to
the United States District Court for the District of Virginia
pursuant to 28 U.S.C. § 1404(a). ECF No. 11. The issues
are fully briefed and the Court now rules pursuant to Local
Rule 105.6 because no hearing is necessary. For the reasons
stated below, Defendant's motion is GRANTED.
ActioNet, Inc. (“ActioNet”) provides IT security
and software development to customers nationally and
internationally. ECF No. 35 at 2. Plaintiff Graffiti
Consulting Inc. is a Maryland corporation serving as an
independent contractor for ActioNet. ECF No. 11-2 at 2.
Plaintiff Charles Olawole (“Olawole”) is a former
employee of Graffiti and ActioNet. ECF No. 35 at 2.
January 6, 2014, Plaintiff began working for ActioNet as a
Senior Network Engineer assigned to its contract with the
National Weather Service in Silver Spring, Maryland. ECF No.
35 at 2. On May 2, 2014, ActioNet and Graffiti, through
Olawole, executed an agreement (the “Consultant
Agreement”) where Graffiti would provide networking
engineering and software services to ActioNet. Consultant
Agreement, ECF No. 11-2 at 12; see also ECF No. 35
at 3. In this arrangement, Plaintiff worked as a joint
employee for ActioNet and Graffiti. On May 9, 2014,
Plaintiff's employment was terminated. ECF No. 35 at 2.
27, 2016, Olawole filed a four-count complaint in the Circuit
Court for Montgomery County, Maryland. ECF No. 2. After
removing the case to the United States District Court for the
District of Maryland, ActioNet filed a motion to dismiss, ECF
No. 10, and motion to transfer venue, ECF No. 11. With the
Court's leave, Olawole filed an Amended Complaint on
March 24, 2017 adding Graffiti as a Plaintiff. ECF No. 35.
Plaintiffs Graffiti and Olawole bring claims of race and
national origin discrimination under 42 U.S.C. §1981 and
the Montgomery County Code §27-19(a)(1). Plaintiff
Graffiti also brings a breach of contract claim. Because
Olawole was permitted to amend the complaint, Defendant's
original Motion to Dismiss was denied as moot on March 24,
2017. ECF No. 34.
now seeks to transfer the case to the United States District
Court for the Eastern District of Virginia because the
Consultant Agreement between Graffiti and ActioNet contains a
mandatory choice of forum clause. ActioNet contends the
provision also applies to Olawole's claims.
relies on the forum selection clause in the Consultant
Agreement as the basis for transfer. ECF No. 11-1 at 3-8. In
pertinent part, the clause provides:
[This Section] shall apply to and govern all claims,
disputes, controversies and other matters in question between
the parties relating to this Agreement, except those
concerning any breach or threatened breach of obligations
arising under paragraph 13 [regarding proprietary
information] of this agreement. . . . Any action or suit
arising under or related to this Agreement shall be brought
exclusively in the state or federal courts sitting in the
Commonwealth of Virginia . . . .
Consultant Agreement, ECF No. 11-2 at 7.
concede that Graffiti is bound by the forum selection clause
in the Consultant Agreement. See Pl.'s Br. in
Opp'n., ECF No. 29 at 2 n.1. As to Plaintiff Olawole, he
contends the clause does not reach claims brought in his
individual capacity. The Court disagrees.
the party defying the forum-selection clause, the plaintiff
bears the burden of establishing that transfer to the forum
for which the parties bargained is unwarranted.”
Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist.
of Texas, 134 S.Ct. 568, 574 (2013). Assessing the
enforceability and applicability of a forum selection clause
to Olawale requires a three-step analysis.
First, this Court must determine whether the clause is
mandatory. If so, the clause is presumptively enforceable.
Second, this Court must identify whether the specific claims
in this case fall within the scope of the clause. If they do
fall within the clause's scope, the clause presumptively
bars their adjudication outside of the designated forum.
Third, this Court must determine whether the party opposing